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HomeMy WebLinkAboutContract 2113. ~ 2008 State Of Minnesota Board Of Water And Soil Resources Clean Water Legacy Grant Agreement VENDOR #: 036772001-00 PO#:15282 Pi#: ~9~.~0 DATE PD_: ~ i$'-t~fi Line FY Fund A enc Or Appr Unit Object Code Descri tion 01 08 100 R9P 2NPR CW1 5600 Cost Share 0.00 02 08 100 R9P 2NPT CW2 5800 Tech Assist 0.00 03 08 100 R9P 2LNP CW5 5600 Lakes & Rivers $42,588.00 04 08 100 R9P 2SST CW4 5600 SSTS Inv 0.00 05 08 100 R9P 2SST CW7 5600 SSTS U rade 0.00 Hoove is esvvors ~enuai unite use vniy Project Title: Silver Lake Stormwater Infiltration for water quality improvement - 8P82 Grant Amount: $42,588.00 Local Governmental Unit: CITY OF COLUMBIA HEIGHTS Fiscal Agent: CITY OF COLUMBIA HEIGHTS Address: 590 40TH Avenue NE Columbia Heights, MN 55421 Grant Period: February 1, 2008 to June 30, 2010 2113 ,~ THIS AGREEMENT is between the State of Minnesota, acting by and through its Board of Water and Soii Resources, hereinafter referred to as the "Board", and the Local Governmental Unit described above, hereinafter referred to as the "Grantee". WHEREAS, Minnesota Statutes Section 1036.3361 to 1036.3369 (1998) establishes a Local Water Resources Protection and Management Program, hereinafter referred to as the "Program", and authorizes the Board to award grants to local governmental units meeting the necessary statutory and rule requirements for implementing a comprehensive local water plan; and WHEREAS, the Laws of Minnesota 2006, Chapter 251, authorizes the Clean Water Legacy Act; and, WHEREAS, the Minnesota Legislature, by S.F. 2096, Article 1, Sect. 5, appropriates funds to the Board for implementation of the Clean Water Legacy Act; and, WHEREAS, the Grantee has Board approved and locally adopted local water or watershed district plan, hereinafter referred to as the "Plan"; and WHEREAS, the Board has selected and approved the application from the above-described local governmental unit for funding; and, WHEREAS, the Grantee represents that it is duly qualified and willing to perform the services set forth herein. NOW, THEREFORE, it is agreed between the parties as follows: Page 1 of 6 I. DUTIES AND CONDITIONS. A. General. The Grantee shall perform the duties described in the Workplan as approved by the Board. The Workplan is located in BLINK, and is incorporated into this Agreement by reference. B. Reporting. The Grantee shall submit progress reports to the Board every six (6) months beginning February 1, 2009. Information provided must conform to the requirements and be in a format compatible with the data systems set forth by the Board. A final report is due to the Board by August 1, 2010. C. All money must be spent by June 30, 2010. II. TERMS OF PAYMENT. Payment to the Grantee of the Grant Amount stated above shall be made in one installment after Board approval of the Workplan, subject to the availability of state funds. III. CONDITIONS OF PAYMENT. All work performed by the Grantee pursuant to this Agreement shall be performed to the satisfaction of the Board, and in accordance with all applicable federal, state, and local laws, including Minnesota Statutes Section 1036.3361 through 103B.3369 (1998), and any amendment thereto. The Grantee shall use the funds granted herein only for the purposes described in its Workplan, and: A. Any state grant funds remaining unspent after the end of the Grant Period stated above shall be returned to the Board within one month of that date. B. Grant funds may not be used for costs incurred before or after the end of the Grant Agreement period. IV. TERM OF GRANT. This Agreement shall be effective when all necessary approvals and signatures have been obtained pursuant to MN Stat. 16B.06, subd. 2, and shall remain from February 1, 2008 until June 30, 2010, or until all obligations have been satisfactorily fulfilled, whichever occurs first. V. CANCELLATION AND REVOCATION. A. The Board may cancel a Grant Agreement for just cause. Just cause means that the Grantee or delegated local unit of government is not disbursing grant funds in accordance with established Board or state procedures, or has otherwise breached a term of the Grant Agreement. The Grantee must be given written notice 14 calendar days prior to cancellation. The Grantee may cancel this Grant Agreement with or without cause. In the event of cancellation by the Board or Grantee, the Grantee is entitled to payment, determined on a pro rata basis, for work satisfactorily performed, and the remaining grant funds must be promptly returned to the Board. B. At the request of any state agency commissioner, the Board shall revoke that portion of the Grant used to support a program or project not in compliance with the rules of that agency. VI. ASSIGNMENT. The Grantee shall neither assign nor transfer any rights or obligations under this Agreement without the prior written consent of the Board. The Grantee may contract with others, including appropriate local units of government under terms and conditions specified by the Grantee to complete the work specified in the Grant Agreement. VII. USE OF FUNDS. The Grantee shall use the proceeds of this agreement only for the eligible costs of the project as described in the approved Workplan. Page 2 of 6 VIII. AMENDMENTS. Any amendment to this grant must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original grant, or their successors in office. IX. WAIVER. If the State fails to enforce any provision of this grant, that failure does not waive the provision or its right to enforce it. X. GRANT COMPLETE. This grant contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this grant, whether written or oral, may be used to bind either party. XI. WORK PROGRAM AMENDMENTS. Amendments to the approved workplan must be in writing and formally approved by the Board before they are effective. These will include changes in planned actions and the budget for each planned action. XII. COST OVERRUNS. The Grantee agrees that cost overruns are the sole responsibility of the Grantee. X111. LIABILITY. The Grantee agrees to indemnify and save and hold the Board, its agents, and employees harmless from any and all claims or causes of action, including attorney's fees, arising from the performance of this Agreement by the Grantee or Grantee's contractors, agents or employees. This clause shall not be construed to bar any legal remedies Grantee may have for the Board's failure to fulfill its obligations pursuant to this Agreement. XIV. AUDITS. Under MN Stat §16C.05, subd. 5, the Grantee's and delegated local unit of government books, records, documents, and accounting procedures and practices relevant to this grant are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant. XV.AFFIRMATIVE ACTION REQUIREMENTS FOR GRANTS IN EXCESS OF $100,000 AND THE GRANTEE HAS MORE THAN 40 FULL-TIME EMPLOYEES IN MINNESOTA OR ITS PRINCIPAL PLACE OF BUSINESS. A. Obligations. The Grantee certifies that it is in compliance with Minn. Stat. § 363.073 and Minn. R. 5000.3400 - 5000.3600 and is aware of the consequences for non-compliance. B. Disabled Workers. The Grantee must comply with the following affirmative action requirements for disabled workers: 1. The Grantee must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Grantee agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 2. The Grantee will comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 3. In the event of the Grantee's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minnesota Statutes Section 363.073, Page 3 of 6 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. 4. The Grantee will post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Grantee's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. 5. The Grantee must notify each labor union or representative of workers with which it has a collective bargaining agreement or other grant understanding, that the Grantee is bound by the terms of Minnesota Statutes Section 363.073, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. XVI. WORKERS COMPENSATION. The Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way the State's obligation or responsibility. XVIi. PUBLICITY AND ENDORSEMENT A. Publicity. Any publicity regarding the subject matter of this grant must identify the State as the sponsoring agency and must not be released without prior written approval from the State's Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subGrantees, with respect to the program, publications, or services provided resulting from this grant. B. Endorsement. The Grantee must not claim that the State endorses its products or services. XVIII. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law, without regard to its choice-of-law provisions, governs this grant. Venue for all legal proceedings out of this grant, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. XIX. TERMINATION A. Termination by the State. The State or commissioner of Administration may cancel this grant at any time, with or without cause, upon 30 days' written notice to the Grantee. Upon termination, the Grantee will be entitled to payment determined on a pro rata basis, for services satisfactorily performed. B. Termination for Insufficient Funding. The State may immediately terminate this grant if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee wilt be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the grant is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of the lack of funding within a reasonable time of the State's receiving that notice. XX. DATA DISCLOSURE. Under Minn. Stat. § 270.66, and other applicable law, the Grantee consents to disclosure its social security number, federal employer tax identification number, or Minnesota tax identification number, already provided to the State, to federal and state agencies and state personnel involved in the payment Page 4 of 6 of state obligations. These identification numbers may be used in the enforcement of federal and state laws that could result in action requiring the Grantee to file state tax returns, pay delinquent state tax liabilities, or pay other state liabilities. XXI. ANTITRUST. The Grantee hereby assigns to the State of Minnesota any and all claims for overcharges as to goods and/or services provided in connection with this Agreement resulting from antitrust violations which arise under the antitrust laws of the United States and of the State of Minnesota. XXII. CAPITAL EQUIPMENT. The title for equipment purchased with the funding provided in this contract shall be taken in the name of the State of Minnesota. The equipment will remain the property of the State for its useful life. After the contract period, it may remain in the custody of the Grantee so long as it is used for the purposes of promoting and supporting the acceleration of the Grantee's comprehensive local water plan goals. The State may take possession of the equipment at such time as it becomes necessary to use it for State purposes. XXIII. SUBCONTRACTORS. The Recipient agrees that if they subcontract any portion of this Project over $2,500 to another entity that the agreement or contract with the subcontractor will contain all provisions of the LCMR approved Agreement in its entirety. Copyrights, patents, services, and trademarks will be protected and owned by the same percentage as if the Recipient had obtained the intellectual rights. XXIV. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. All rights, title, and interest to all intellectual property rights, including patents, copyrights, services and trade marks, in all materials conceived or originated by Recipient either individually or jointly with others, which arise out of the performance of this agreement, are jointly owned by the Recipient and the State. The State's ownership shall equal the percentage of the total Project cost paid for by state funds under this appropriation. Recipient's contribution must be for actual and direct costs for the Project. All Recipient's contributions must be approved in advance to be eligible to qualify as Recipient's contribution to the total Project costs for delivery ownership and regular percentages. This ownership interest shall not be reduced by any reimbursements to the Fund made by the Recipient Sales of Products or Royalty Payments requirements. Any report, study, computer software, data base, model, invention, photograph, negative, audio or video recording, or other item or document, in whatever form, created or prepared under this appropriation are the exclusive property of the Recipient of the appropriation and the State except where stated otherwise in this appropriation. The Recipient of the appropriation, at the request of the State, shall execute any necessary documents necessary to transfer ownership rights to the State. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time, actually or constructively reduced to practice by the Recipient or its employees in the course of or in connection with this appropriation, the Recipient shall immediately give the LCMR written notice thereof, and shall promptly furnish the LCMR with complete information thereon. The LCMR and the Recipient, has the sole right to determine whether or not and where a patent application shall be filed. The Recipient and the State reserve the right to use for their own purposes any intellectual property right produced as the result of the Project without payment to the other party. The party using said product shall protect the intellectual property rights to the product and advise the other party of its use. The State reserves "march-in" rights which can be exercised if the Recipient fails to market or offer to market any product resulting from activities undertaken pursuant to this Agreement within three (3) years from the termination of this Agreement, notwithstanding the above provisions of this section. Recipient shall, upon request of the State, execute and provide the necessary documents for this purpose. XXV. OWNERSHIP OF RESEARCH RESULTS. If, within three (3) years of the termination of this agreement, the Recipient elects not to commercialize any product derived from the research conducted under this project, the research materials shall be returned to the State without cost and free and clear of any obligation to the Recipient. Recipient Page 5 of 6 represents and warrants that the material produced under this Agreement does not and will not infringe upon the intellectual property rights of another, including patents, copyrights, trade secrets, trade and services marks and names. Recipient will defend and indemnify the State at Recipient's expense any claims or actions brought against the State to the extent that it is based on a claim or action that all or another part of the material infringes upon the intellectual property rights of. Recipient is responsible for obtaining any necessary licenses to use the intellectual property rights of another. XXVI. SALE OR LICENSE OF PRODUCTS. The Recipient agrees to reimburse the Fund revenues it receives from licenses, transfers, or other income generated from products based upon materials derived from this Project up to the amount of State funds provided under this appropriation unless expressly approved under the Work Program. Such reimbursement will be made by the Recipient upon first sale of any product worldwide whether or not such products are patentable. The Recipient, for itself and its licensees, agrees to sell any product derived from this appropriation and not subject to ownership by the State to the State of Minnesota for the royalty- free wholesale price less a ten percent (10%) discount. This clause shall continue to be in effect after all State funds have been repaid to the State. The Recipient agrees that if revenue is generated for putting on workshops, conferences, etc under this Project that eligible project expenses will be offset with this revenue and reimbursement will not be requested for expenditures covered by this revenue. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. APPROVED: LOCAL GOVERNMENTAL UNIT: ay Title: ~' Date ~ ~d0 H:08CWLGA BOARD OF WATER AND SOIL RESOURCES: ay 1 ~~~ Title (~~rW" j~%`.n'' ltJ~~` ~~-f'~l Date ~ 6 ~1 ~ ~~ Page 6 of 6